Pulte Homes and Centex Shareholders Overwhelmingly Approve Merger
2009年8月19日 - 2:49AM
ビジネスワイヤ(英語)
Pulte Homes (NYSE: PHM) and Centex Corporation (NYSE: CTX)
announced that, at a special meeting of shareholders held today by
each company, shareholders overwhelmingly approved the merger of
Pulte Homes and Centex. Pulte Homes and Centex received votes
representing more than 80% and 72%, respectively, of shares
outstanding, with more than 99% of these voted in support of the
transaction.
Under terms of the merger agreement, Pulte Homes will acquire
all outstanding shares of common stock of Centex Corporation in a
stock-for-stock transaction. Centex shareholders receive .975
shares of Pulte Homes stock in exchange for each Centex share they
own. Based on the exchange rate, Pulte shareholders own
approximately 68% of the combined company, and Centex shareholders
own approximately 32%.
The new Company, with 2008 pro forma closings of 39,000 homes
and revenues of $11.6 billion, will continue to trade on the NYSE
under the ticker symbol “PHM.” The Company will operate more than
900 communities across 29 states and the District of Columbia, and
will serve all major customer segments through its family of brands
that includes Pulte Homes, Centex and Del Webb.
Pulte Homes will retain its corporate headquarters in Bloomfield
Hills, Michigan.
Richard Dugas, whose previously announced appointment to the
positions of Chairman, President and Chief Executive Officer is
effective today, said, “Combining these two industry leaders
creates tremendous opportunities for our customers, employees and
shareholders. Our shared commitment to product quality and customer
service, combined with the complementary brands, land positions and
building models make this a powerful merger that can accelerate our
return to profitability.
“Having already invested thousands of hours in planning, we can
begin integration of our organizations immediately and start
capturing the cost savings and business benefits that make this
merger so compelling. We continue to target $250 million in
corporate and field overhead savings and, on August 11, 2009, we
announced a tender for $1.5 billion in debt that upon completion
will enable us to save approximately $100 million in annual
interest expense.”
Effective with the completion of this merger, Timothy Eller,
previously Centex’s Chairman and Chief Executive Officer, joins the
Company’s Board of Directors as Vice Chairman and will serve as a
consultant to the Company for two years.
About Pulte Homes
With its merger complete, Pulte Homes, Inc., based in Bloomfield
Hills, Mich., is America’s largest home building company with
operations in 29 states and the District of Columbia. The Company
has an unmatched capacity to meet the needs of all buyer segments
through its brand portfolio that includes Pulte Homes, Centex and
Del Webb, as well as its regional brands of DiVosta Homes (Florida)
and Fox & Jacobs (Texas). Pulte Mortgage LLC is a nationwide
lender offering Pulte customers a wide variety of loan products and
superior service.
Websites: www.pulteinc.com; www.pulte.com; www.centex.com;
www.delwebb.com; www.divosta.com; www.foxandjacobs.com.
Forward-Looking Statements
This document includes “forward-looking statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements may include, but are not limited to, statements
about the benefits of the proposed transaction, including future
financial and operating results, and the combined company’s plans,
objectives, expectations and intentions. These statements are
subject to a number of risks, uncertainties and other factors that
could cause our actual results, performance, prospects or
opportunities, as well as those of the markets we serve or intend
to serve, to differ materially from those expressed in, or implied
by, these statements. You can identify these statements by the fact
that they do not relate to matters of a strictly factual or
historical nature and generally discuss or relate to forecasts,
estimates or other expectations regarding future events. Generally,
the words “believe,” “expect,” “intend,” “estimate,” “anticipate,”
“project,” “may,” “can,” “could,” “might,” “will” and similar
expressions identify forward-looking statements, including
statements related to expected operating and performing results,
planned transactions, planned objectives of management, future
developments or conditions in the industries in which we
participate and other trends, developments and uncertainties that
may affect our business in the future.
Such risks, uncertainties and other factors include, among other
things: the possibility that the expected efficiencies and cost
savings of the merger of Pulte and Centex will not be realized, or
will not be realized within the expected time period; the risk that
the Pulte and Centex businesses will not be integrated
successfully; disruption from the proposed transaction making it
more difficult to maintain business and operational relationships;
interest rate changes and the availability of mortgage financing;
continued volatility in, and potential further deterioration of,
the debt and equity markets; competition within the industries in
which the Company operates; the availability and cost of land and
raw materials used by the Company in its homebuilding operations;
the availability and cost of insurance covering risks associated
with the Company’s businesses; shortages and the cost of labor;
adverse weather conditions which may slowdown the construction of,
or damage, new homes built by the Company; slow growth initiatives
and/or local building moratoria; the ability to utilize net
operating losses, built-in losses and other tax credit
carryforwards; governmental regulation, including the
interpretation of tax, labor and environmental laws; changes in
consumer confidence and preferences; terrorist acts and other acts
of war; and other factors of national, regional and global scale,
including those of a political, economic, business and competitive
nature. See Pulte’s Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 and other public filings with the
Securities and Exchange Commission for a further discussion of
these and other risks and uncertainties applicable to the Company’s
businesses. The Company does not undertake any duty to update any
forward-looking statement whether as a result of new information,
future events or changes in our respective expectations.
Centex (NYSE:CTX)
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から 11 2024 まで 12 2024
Centex (NYSE:CTX)
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